The principal objective of this proposed multisite clinical trial is to continue efforts to develop the most effective combination of behavioral interventions to optimize the health status of the most neglected and understudied population affected by the AIDS epidemic in this country: poor women of color living with HIV/AIDS. Findings from the current study with this population affirm the utility of cognitive-behavioral stress management training combined with expressive-supportive therapy (CBSM+) in reducing distress (depression, ,anxiety) and denial, while improving social support, self-efficacy, coping skills and quality of life. The proposed study will extend these findings in seeking to determine whether exposure to CBSM+ can significantly improve the ability of the participants to take advantage of a health behavior change program encouraging the adoption and maintenance of healthier lifestyle behaviors (high levels of medication adherence, appropriate nutritional intake and physical activity, safer sexual practices and reduced substance use/abuse) essential for optimal health in the context of living with HIV/AIDS. A corollary objective will be to determine whether the proposed intervention program will be beneficial to less-acculturated segments of the affected population (i.e., non-English speaking women with HIV/AIDS) by establishing culturally- and linguistically-sensitive versions of the program in Spanish and Creole. To accomplish these objectives, the proposed Phase III multisite clinical trial described in two linked interactive research project grant applications (Miami- S. Weiss, P.I.; New York/New Jersey- J. Tobin, P.I.) will randomize 450 ethically diverse women living with HIV/AIDS in the three major epicenters for women (Miami:n=180; New York:n=180; New Jersey:n=90) into a group CBSM+ Condition and an individual psychoeducational comparison condition (Phase I). Following Phase I, participants will be randomized by group or cohort into a group `Healthier Lifestyles' skills training program or an individual health educational control condition (Phase II) devoted to improving medication adherence, nutrition, physical activity, safer sex and substance use reduction. Follow-up assessments will be carried out at 6, 12, and 24 months after treatment.